SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE MIIX GROUP, INCORPORATED
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value transaction:
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5. Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
[GRAPHIC OMITTED]
THE MIIX GROUP, INCORPORATED
Two Princess Road
Lawrenceville, New Jersey 08648
March 31, 2000
Dear Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of The MIIX Group, Incorporated, which will be held at the Seaview
Marriott, located at 401 South New York Road, Absecon, New Jersey, on Friday,
May 5, 2000, at 1:00 p.m. (EDT).
The business to be considered and voted on at the meeting is explained in
the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.
ON BEHALF OF THE BOARD OF DIRECTORS AND MANAGEMENT, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD, OR SUBMIT YOUR VOTE BY TELEPHONE OR THE
INTERNET AS SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE MEETING.
Your vote is important. Returning the enclosed proxy will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the meeting.
Thank you for your support of our Company.
Sincerely,
/s/Kenneth Koreyva /s/Vincent A. Maressa, Esq.
- ------------------ ---------------------------
Kenneth Koreyva Vincent A. Maressa, Esq.
President and Chairman of the Board
Chief Executive Officer
<PAGE>
THE MIIX GROUP, INCORPORATED
TWO PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of The MIIX Group, Incorporated, a Delaware
corporation (the "Company"), will be held at the Seaview Marriott, located at
401 South New York Road, Absecon, New Jersey, on Friday, May 5, 2000, 1:00 p.m.
(EDT) for the following purposes:
1. To consider and vote on the election of three directors to serve until the
Annual Meeting of Shareholders in 2003 or until their successors are duly
elected and qualified.
2. To transact such other business as may be properly brought before the
meeting and any adjournment thereof.
Only shareholders of record at the close of business on March 22, 2000, are
entitled to receive notice of, and to vote at the Annual Meeting or any
adjournments thereof. All shareholders, whether or not they expect to attend the
Annual Meeting in person, are requested to complete, date, sign and return the
enclosed proxy in the accompanying envelope. Alternatively, you may vote by
telephone or the Internet, as explained on the proxy. The proxy may be revoked
by the person who executed it by filing with the Secretary of the Company an
instrument of revocation or a duly executed proxy bearing a later date, or by
voting in person at the Annual Meeting.
By Order of the Board of Directors,
/s/Vincent A. Maressa, Esq.
- ----------------------------
Vincent A. Maressa, Esq.
Chairman of the Board
Dated: March 31, 2000
<PAGE>
THE MIIX GROUP, INCORPORATED
TWO PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 5, 2000
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of The MIIX Group, Incorporated, a Delaware corporation (the
"Company"), to be voted at the Annual Meeting of Shareholders of the Company
(the "Annual Meeting") to be held at the Seaview Marriott, 401 South New York
Road, Absecon, New Jersey, at 1:00 p.m. (EDT) on Friday, May 5, 2000, and at any
postponement or adjournment thereof. The date of this Proxy Statement is March
31, 2000, the approximate date on which it was first mailed to shareholders.
Please complete, date and sign the enclosed proxy and return it promptly in the
envelope provided, whether or not you plan to attend the Annual Meeting.
Alternatively, you may vote by telephone or the Internet, as explained on the
proxy. Any person giving a proxy in the form accompanying this statement has the
power to revoke it at any time prior to its exercise. The proxy may be revoked
by giving appropriate written notice to the Secretary of the Company or by
voting in person at the meeting.
GENERAL INFORMATION
A copy of the Company's Annual Report to Shareholders for 1999, including
consolidated financial statements for the year ended December 31, 1999,
accompanies this Proxy Statement. The Annual Report and these proxy solicitation
materials were first mailed on or about March 31, 2000, to all shareholders
entitled to vote at the meeting.
As of March 22, 2000, the Record Date for the determination of shareholders
entitled to vote at the Annual Meeting, 16,538,005 shares of Common Stock of the
Company were issued and outstanding, which includes 2,025,922 treasury shares.
Holders of Common Stock are entitled to one vote on each matter considered and
voted on at the Annual Meeting for each share of Common Stock held of record as
of the Record Date. Shares of Common Stock represented by a properly executed
proxy, if such proxy is received in time and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated in such proxy. IF
NO INSTRUCTIONS ARE INDICATED, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF
THE THREE NOMINEES NAMED IN THE PROXY AS DIRECTORS OF THE COMPANY.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by either (1) giving written notice of revocation
to the Secretary of the Company, (2) properly submitting to the Company a duly
executed proxy bearing a later date, or (3) voting in person at the Annual
Meeting. All written notices of revocation or other communications with respect
to the revocation of proxies should be addressed as follows: The MIIX Group,
Incorporated, Two Princess Road, Lawrenceville, New Jersey 08648, Attention:
Catherine E. Williams.
QUORUM AND VOTING REQUIREMENTS
The presence, in person or by proxy, of the holders of one third of the shares
of Common Stock entitled to vote at the Annual Meeting will constitute a quorum
to conduct business at the Annual Meeting. The three nominees for director
receiving the highest number of affirmative votes at the Annual Meeting shall be
elected as directors. With respect to the election of directors, shareholders
may (1) vote "for" all three nominees, (2) "withhold" authority to vote for all
such nominees, or (3) withhold authority to vote for any individual nominee or
nominees, but vote for all other nominees. Because directors are elected by a
plurality of the votes cast, withholding authority to vote for a particular
candidate does not have the same impact as a vote against a proposition which
requires the affirmative votes of the holders of a specified percentage of the
votes cast or votes present for adoption. Similarly, any "broker non-votes"
(which occur when shares held by brokers or nominees for beneficial owners are
voted on some matters, but not on others) would have no effect on the outcome of
the election of directors, although they would be counted as present for
purposes of determining the existence of a quorum.
1
<PAGE>
Shares may be voted by mail, telephone or the Internet. Shareholders with shares
registered directly with First Chicago Trust Company of New York, the Company's
transfer agent, may vote by telephone by calling (877) 779-8683, or by the
Internet by logging onto www.eproxyvote.com/mhu. A number of brokerage firms and
banks are participating in a program for shares held in "street name" that
offers telephone voting options. This program is different from the program
provided by First Chicago Trust Company of New York for shares registered in the
name of the shareholder. If your shares are held in an account at a brokerage
firm or bank participating in the program, you may vote those shares by calling
the telephone number referenced on your voting form. The giving of such a proxy
will not affect your right to vote in person should you decide to attend the
Annual Meeting. The telephone and Internet voting procedures are designed to
authenticate shareholders' identities, to allow shareholders to give their
voting instructions and to confirm that shareholders' instructions have been
recorded properly. The Company has been advised by counsel that the telephone
and Internet voting procedures that have been made available through First
Chicago Trust Company of New York are consistent with the requirements of
applicable law.
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 22, 2000, by (i) each
shareholder known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) the Chief
Executive Officer and each additional executive officer named in the summary
compensation table under "Executive Compensation," and (iv) all directors and
executive officers of the Company as a group. The Company believes that, except
as otherwise noted, each individual named has sole investment and voting power
with respect to the shares of Common Stock indicated as beneficially owned by
such individual.
Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares of
Common Stock
Stock Options %
Beneficially Vested & of
Name Owned Exercisable(1) Total Class
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Medical Society of New Jersey(2)(3) 814,815 814,815 5.6%
- ----------------------------------------------------------------------------------------
Kenneth Koreyva 94,609 30,000 124,609 *
- ----------------------------------------------------------------------------------------
Thomas M. Redman 34,330 7,500 41,830 *
- ----------------------------------------------------------------------------------------
Patricia A. Costante 39,395 5,000 44,395 *
- ----------------------------------------------------------------------------------------
Joseph J. Hudson 38,037 15,000 53,037 *
- ----------------------------------------------------------------------------------------
Lisa Kramer 42,495 12,500 54,995 *
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Angelo S. Agro, M.D. 2,228 1,250 3,478 *
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Harry M. Carnes, M.D. 8,711 2,030 10,741 *
- ----------------------------------------------------------------------------------------
Paul J. Hirsch, M.D.(4) 43,381 2,712 46,093 *
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Vincent A. Maressa, Esq.(5) 4,065 1,250 5,315 *
- ----------------------------------------------------------------------------------------
A. Richard Miskoff, D.O. 714 2,030 2,744 *
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Eileen Marie Moynihan, M.D.(6) 940 1,640 2,580 *
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Carl Restivo, Jr., M.D. 69,076 2,030 71,106 *
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Gabriel F. Sciallis, M.D. 1,828 1,640 3,468 *
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Martin Sorger, M.D. 3,593 2,030 5,623 *
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Bessie M. Sullivan, M.D.(7) 1,667 2,030 3,697 *
- ----------------------------------------------------------------------------------------
All directors and executive
officers as a group
(17 persons) 1,262,388 101,142 1,363,530 9.4%
- ----------------------------------------------------------------------------------------
</TABLE>
- ----------
* Less than 1% of the number of shares of Common Stock
outstanding.
(1) Represents shares of Common Stock subject to options held by the named
individual exercisable on or prior to May 31, 2000.
(2) Medical Society of New Jersey ("MSNJ") has sole power to vote all shares.
Pursuant to the Stock Purchase Agreement between MSNJ and the Company,
MSNJ may not transfer any shares for a period of ten years following
October 15, 1997, except to the Company or its affiliates at fair market
value or to another party if the Company approves such transfer. Vincent
A. Maressa, Esq., is the Executive Director and General
2
<PAGE>
Counsel of MSNJ and Chairman of the Board of the Company. Mr. Maressa
disclaims any beneficial ownership of the shares of the Company owned by
MSNJ.
(3) The address of MSNJ is Two Princess Road, Lawrenceville, New Jersey 08648.
Each of the other individuals named in this table is included by virtue of
his position as a director or executive officer of the Company.
(4) Dr. Hirsch is a Trustee and participant of the BioSport Orthopaedic and
Sports Medicine Profit Sharing Plan. The Plan currently holds 13,000
shares, which are included in the 43,381.
(5) Mr. Maressa's shares include 1,300 shares held by his spouse, Arlene
Maressa. Mr. Maressa disclaims beneficial ownership of the shares owned by
his spouse.
(6) Dr. Moynihan is the Treasurer of MSNJ. Dr. Moynihan disclaims beneficial
ownership of the shares of the Company owned by MSNJ.
(7) Dr. Sullivan is the Secretary of MSNJ. Dr. Sullivan disclaims beneficial
ownership of the shares of the Company owned by MSNJ.
ELECTION OF DIRECTORS
Nominees and Continuing Directors
The Board of Directors is divided into three classes, with the term of office of
each class ending in successive years. Consistent with the desire of the Company
to reduce the size of its Board of Directors, even though the terms of six
current directors expire this year, at the Annual Meeting three directors are to
be elected for terms ending at the Annual Meeting of Shareholders in the year
2003 or until their respective successors have been duly elected and qualified.
Unless otherwise instructed, the proxy holders named on the enclosed form of
proxy intend to distribute the votes represented by proxies received in such
proportions as they deem desirable to elect a maximum of the three nominees
named below or their substitutes. Although the persons nominated have consented
to serve as Directors if elected, and the Board of Directors has no reason to
believe that any nominee will be unable to serve, if any nominee withdraws or
otherwise becomes unable to serve prior to the Annual Meeting, the persons named
as proxies will vote for any substitute nominee selected by the Board of
Directors.
Set forth below is certain information regarding the nominees for election as
directors and those directors whose terms of office as directors will continue
after the Annual Meeting, including their ages, a brief description of their
business experience, certain directorships held by each of them and the year in
which each became a director of the Company.
Nominees for Election for a Term of Three Years Ending at the Annual Meeting of
Shareholders in 2003
Vincent A. Maressa, Esq., (57) Chairman of the Board of Directors since 1997.
Mr. Maressa has been Chairman of the Board of Directors of the New Jersey State
Medical Underwriters, Inc. (the "Underwriter"), now a subsidiary of the Company,
since 1990 and a member of the Board of Directors of the Underwriter since 1977.
He has been the Executive Director and General Counsel of the Medical Society of
New Jersey since 1973. Mr. Maressa is a member of the American Bar Association,
the American Society of Medical Executives, and Mercer County Bar Association.
Harry M. Carnes, M.D., (67) Director since 1997. Dr. Carnes became a member of
the Board of Directors of the Underwriter in 1989. He has been a physician in
Audubon, New Jersey, for more than five years. Dr. Carnes is a member of the
American Academy of Family Practice, the Camden County Medical Society, and the
Medical Society of New Jersey. He is Chairman of the New Jersey Medical
Political Action Committee and a delegate to the American Medical Association.
Bessie M. Sullivan, M.D., (58) Director since 1997. Dr. Sullivan became a member
of the Board of Governors of the Medical Inter-Insurance Exchange of New Jersey
(the "Exchange"), a predecessor of the Company, in 1992. She has been a
board-certified physician in Edison, New Jersey, for more than five years with
Arthritis, Allergy & Immunology Center. Dr. Sullivan is a member of the American
Medical Association, the American Rheumatism Association, a member and Secretary
of the New Jersey Medical Society, and a member of the Executive Committee of
the Union County Medical Society.
3
<PAGE>
DIRECTORS WHOSE TERM OF OFFICE CONTINUE
Term Expiring at the 2001 Annual Meeting of Shareholders
Paul J. Hirsch, M.D., (62) Vice Chairman of the Board of Directors since 1997.
Dr. Hirsch has been Vice Chairman of the Board of Directors of the Underwriter
since 1990. He has been a board-certified physician in Bridgewater, New Jersey,
for more than five years with BioSport Orthopaedics and Sports Medicine. Dr.
Hirsch is a member of the American Academy of Orthopedic Surgeons, the American
Orthopaedic Association, the American College of Surgeons, the Arthroscopy
Association of North America, the American Medical Association, and the Medical
Society of New Jersey. He currently serves on the Board of Trustees for Raritan
Valley Community College, Somerset IPA, and the Academy of Medicine of New
Jersey. Dr. Hirsch is a clinical professor of orthopedic surgery at Seton Hall
School of Graduate Medical Education and Editor in Chief of New Jersey Medicine.
A. Richard Miskoff, D.O., (58) Director since 1997. Dr. Miskoff became a member
of the Board of Governors of the Exchange in 1994. He has been a board-certified
physician in Edison, New Jersey, for more than five years. Dr. Miskoff is a
member of the American Osteopathic Association, the American Society of Clinical
Oncologists, the American Society of Hematology, and the New Jersey Association
of Osteopathic Physicians. He is President of the Middlesex County Medical
Society of Osteopathic Physicians.
Eileen Marie Moynihan, M.D., (47) Director since 1997. Dr. Moynihan became a
member of the Board of Governors of the Exchange in 1995. She has been a
board-certified rheumatologist in Woodbury, New Jersey for more than five years.
In 1999, Dr. Moynihan joined Empire-New Jersey, as Medical Director. From 1988
until 1999, she was the Medical Director of the Eastern District Office for XACT
Medicare (Highmark, Inc.). She is a member of the Academy of Medicine of New
Jersey, the American College of Rheumatology, the American Medical Association,
the Camden County Medical Society and the New Jersey Rheumatism Association. Dr.
Moynihan is also a member and treasurer of the Medical Society of New Jersey.
Gabriel F. Sciallis, M.D., (55) Director since 1997. Dr. Sciallis became
Assistant Secretary of the Board of Governors of the Exchange in 1979. He has
been a board-certified physician in Mercerville, New Jersey, for more than five
years. He is a member of the American Academy of Dermatology, the Dermatology
Society of New Jersey, the Medical Society of New Jersey, and the Mercer County
Medical Association.
Martin L. Sorger, M.D., (65) Director since 1997. Dr. Sorger became a member of
the Board of Governors of the Exchange in 1979. He has been a board-certified
orthopedic physician in Glen Ridge, New Jersey, and a member of the Montclair
Orthopedic Group for more than five years. Dr. Sorger is a member of the
American Academy of Orthopedic Surgeons, the American Medical Association, the
American College of Surgeons and a former member of its Board of Councilors, and
a former member of the Alumni Council of the Columbia Medical School. He is a
member of the executive committee and past president of the New Jersey
Orthopedic Society.
Term Expiring at the 2002 Annual Meeting of Shareholders
Kenneth Koreyva, (44) Director since 2000. Mr. Koreyva became President and
Chief Executive Officer of the Company in 1999. He served as Executive Vice
President and Chief Financial Officer from 1998 to 1999 and as Vice President
from 1991 to 1998. He is a member of the American Institute of Certified Public
Accountants.
Angelo S. Agro, M.D., (51) Director since 1997. Dr. Agro has been a member of
the Board of Directors of the Underwriter since 1990. He is a physician
certified by the American Board of Otolaryngology. Dr. Agro has practiced in
Voorhees, New Jersey for more than five years with Professional Otolaryngology
Associates. He is a member of the American Academy of Otolaryngology, the
American Medical Association, the American College of Surgeons, and the Medical
Society of New Jersey. Dr. Agro is a Trustee of Camden County College.
Carl Restivo, Jr., M.D., (54) Director since 1997. Dr. Restivo has been a member
of the Board of Directors of the Underwriter since 1997. He has been a
board-certified physician in Jersey City, New Jersey, for more than five years.
Dr. Restivo is a delegate for the New Jersey Chapter of the American Medical
Association and a past president of the Arthritis Foundation. He is a past
president of the Medical Society of New Jersey.
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
There were ten meetings of the Company's Board of Directors during the year
ended December 31, 1999. During 1999 no director attended less than 80% of the
total number of meetings of the Board of Directors and the total number of
meetings of committees of the Board of Directors on which such director served.
The Board of Directors has four standing committees: the Executive Committee,
the Audit Committee, the Compensation Committee, and the Nominating Committee.
Set forth below are the current members of each of the standing committees and
the number of meetings held by each standing committee during 1999.
Committee Memberships and Number of Meetings Held in 1999
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Name Audit Compensation Executive Nominating
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Angelo S. Agro, M.D. X(1) X
- ---------------------------------------------------------------------------------------
Harry M. Carnes, M.D. X
- ---------------------------------------------------------------------------------------
Paul J. Hirsch, M.D. X(1) X X
- ---------------------------------------------------------------------------------------
Kenneth Koreyva X
- ---------------------------------------------------------------------------------------
Vincent A. Maressa, Esq. X X(1)
- ---------------------------------------------------------------------------------------
Eileen Marie Moynihan, M.D. X
- ---------------------------------------------------------------------------------------
Carl Restivo, Jr., M.D. X X
- ---------------------------------------------------------------------------------------
Martin L. Sorger, M.D. X X(1)
- ---------------------------------------------------------------------------------------
Bessie M. Sullivan, M.D. X X
- ---------------------------------------------------------------------------------------
Number of Meetings Held in 1999 2 3 2 1
- ---------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Chairman of Committee.
Executive Committee. The Executive Committee has the authority to exercise all
powers of the Board of Directors between meetings of the Board, except in cases
where action of the entire Board is required by the Company's Amended and
Restated Certificate of Incorporation, the By-Laws or applicable law. The
Executive Committee consists of four members, one of whom is required to be the
Chairman of the Board of Directors.
Audit Committee. The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling its financial oversight responsibilities. In
this capacity, the Audit Committee reviews the financial reports and other
financial information provided by the Company to certain third parties;
evaluates the Company's systems of internal controls regarding financial and
accounting matters; evaluates the Company's financial reporting activities and
the accounting standards and principles adopted by the Company; evaluates and
monitors the Company's auditing, accounting and financial reporting processes
generally; meets with the Company's independent auditors and recommends to the
Board the independent auditors to be engaged by the Company. The Audit Committee
currently consists of three members.
Compensation Committee. The Compensation Committee establishes remuneration
levels for the Board of Directors, the Chief Executive Officer and, in
consultation with the Chief Executive Officer, approves remuneration levels for
the senior executive officers of the Company. The Compensation Committee also
determines the terms of the more significant employee benefit programs and
administers executive compensation programs, including the Company's bonus
plans, equity-based programs and deferred compensation plans. The Chief
Executive Officer of the Company, in consultation with other executives,
establishes remuneration levels for other employees of the Company. The
Compensation Committee currently consists of five members.
Nominating Committee. The Nominating Committee nominates candidates for election
to the Board of Directors of the Company. The Nominating Committee currently
consists of four members.
5
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth information concerning the
compensation of (i) the Company's President and Chief Executive Officer and (ii)
the four other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers"), for the years ended December 31,
1997, 1998 and 1999. The Company was organized to carry on the activities of the
Medical Inter-Insurance Exchange of New Jersey (the "Exchange"), and its
subsidiaries, and of the New Jersey State Medical Underwriters, Inc. (the
"Underwriter") and its subsidiaries. The Named Executive Officers are employees
of, and compensated by, the Underwriter. Prior to the consummation in August
1999 of the reorganization, the Underwriter served as Attorney-In-Fact for the
Exchange pursuant to a Services Agreement. Since August 4, 1999, the Underwriter
has been a subsidiary of the Company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term
Compensation
- --------------------------------------------------------------------------------------------------------
Other Restricted
Annual Stock Award All Other
Name and Principal Position Year Salary Bonus Compensation ($)(2) Compensation
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth Koreyva 1999 305,942 140,000 274,999
President and Chief 1998 273,942 320,000
Executive Officer 1997 242,308 49,500
- --------------------------------------------------------------------------------------------------------
Thomas M. Redman 1999 187,846 75,000
Senior Vice President and 1998 152,000 94,500
Chief Financial Officer 1997 135,000 37,852
- --------------------------------------------------------------------------------------------------------
Patricia A. Costante 1999 187,200 25,000
Senior Vice President 1998 180,000 12,500
1997 160,000 15,000
- --------------------------------------------------------------------------------------------------------
Joseph J. Hudson 1999 256,603 50,000
Executive Vice President 1998 232,115 215,000
1997 200,000 33,000
- --------------------------------------------------------------------------------------------------------
Lisa Kramer 1999 238,500 50,000
Executive Vice President 1998 229,327 33,750
1997 233,654 24,000
- --------------------------------------------------------------------------------------------------------
Daniel Goldberg 1999 460,939 250,000 93,951(3) 107,490 607,705(4)
Former President and Chief 1998 496,121 475,000 106,593(3)
Executive Officer 1997 421,335 76,000 113,132(3)
- --------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) The values of perquisites and personal benefits are not included in the
amounts disclosed because they did not exceed the lesser of either $50,000
or 10% of the total annual salary and bonus reported for the Named
Executive Officer.
(2) Restricted stock award granted on September 15, 1999, as a result of the
successful initial public offering.
(3) Includes $87,000 in premiums paid by the Company in each of 1997, 1998 and
1999 toward a supplemental executive retirement program.
(4) Represents the cash ($557,705) and value of the car ($50,000) given to Mr.
Goldberg as per his Separation Agreement with the Company.
6
<PAGE>
The following table provides information concerning grants of options to
purchase the Company's Common Stock made during fiscal year 1999 to the
executive officers listed in the Summary Compensation Table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
OPTION GRANTS IN FISCAL YEAR 1999
Individual Grants
- -------------------------------------------------------------------------------------
% of Total Potential Realizable
Number Options Value at Assumed
of Granted Annual Rates of
Securities to Stock
Underlying Employees Exercise Price Appreciation
Options in Fiscal Price for Option Term (4)
Granted Year per Share Expiration --------------------
Name (#)(1) 1999(2) ($/sh)(3) Date 5% ($) 10%($)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth Koreyva 80,000 13.14% 13.50 7/29/09 679,206 1,721,242
- -------------------------------------------------------------------------------------
40,000 6.57% 11.91 12/15/09 299,511 759,020
- -------------------------------------------------------------------------------------
Thomas M. Redman 20,000 3.28% 13.50 7/29/09 169,802 430,310
- -------------------------------------------------------------------------------------
10,000 1.64% 11.91 12/15/09 74,878 189,755
- -------------------------------------------------------------------------------------
Patricia A. Costante 2,000 .33% 13.50 7/29/09 16,980 43,031
- -------------------------------------------------------------------------------------
Joseph J. Hudson 60,000 9.85% 13.50 7/29/09 509,405 1,290,931
- -------------------------------------------------------------------------------------
Lisa Kramer 10,000 1.64% 13.50 7/29/09 84,901 215,155
- -------------------------------------------------------------------------------------
40,000 6.57% 11.91 12/15/09 299,511 759,020
- -------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) All of the above options are subject to the terms of the Company's Amended
and Restated 1998 Long-Term Incentive Equity Plan and are exercisable only
as they vest. The options granted to each executive officer vest and
become exercisable in equal annual increments over a four (4) year period
commencing on the date of grant provided the option holder continues to be
employed by the Company.
(2) Based on a total of 609,000 options to purchase shares granted to all
employees in fiscal year 1999.
(3) All options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant.
(4) Potential realizable values are net of exercise price, but before
deduction of taxes associated with exercise. These amounts represent
certain assumed rates of appreciation only, based on the Securities and
Exchange Commission rules, and do not represent an estimate of future
stock prices. No gain to an option holder is possible without an increase
in stock price, which will benefit all shareholders commensurately. A zero
percent gain in stock price will result in zero dollars for the option
holder. Actual realizable values, if any, on stock option exercises are
dependent on the future performance of the Company's Common Stock, overall
market conditions and the option holders' continued employment through the
vesting period.
Exercises of Stock Options
During fiscal year 1999 none of the executive officers or directors of the
Company exercised any of the stock options previously granted to them by the
Company.
Employment, Severance and Change of Control Agreements
Each of Messrs. Koreyva, Hudson, Redman, Ms. Kramer and Ms. Costante
(collectively, the "Executives") is party to an employment agreement with the
Company dated December 15, 1999, with the exception of Ms. Costante, whose
contract is dated March 1, 2000 (each an "Employment Agreement"). Each
Employment Agreement is for an indefinite term, subject to the right of the
Company and the Executive to terminate the Agreement in accordance with its
terms. Mr. Koreyva's Employment Agreement provides for an annual base salary of
$340,000, Mr. Hudson's and Ms. Kramer's Employment Agreements provide for an
annual base salary of $250,000, Mr. Redman's Employment Agreement provides for
an annual base salary of $225,000 and Ms. Costante's Employment Agreement
provides for an annual base salary of $220,000. Under each of the Employment
Agreements, bonuses are payable at the discretion of the Board of Directors of
the Company and base salary may be adjusted as deemed appropriate by the Board
of Directors taking into account the recommendation of the Chief Executive
Officer. In the event of the termination of the employment of any of the
Executives by the Company without cause, their agreements provide for a
continuation of their health benefits and severance pay of up to two years base
salary in the case of Mr. Koreyva and up to one year's base salary in the case
of the other Executives or, in each case, if sooner, until the date upon which
the Executive obtains new full-time employment. If such termination occurs
within six months of a change in
7
<PAGE>
control of the Company, in addition to a continuation of his or her health
benefits the terminated Executive will receive severance of three years base
salary in the case of Mr. Koreyva and two years base salary in the case of the
other Executives.
Under the terms of their Employment Agreements the Executives have been granted
options to purchase Common Stock in the following amounts: Mr. Koreyva - 120,000
shares (inclusive of options granted under his original Employment Agreement);
Mr. Hudson - 60,000 shares, Ms. Kramer - 50,000 shares, Mr. Redman - 30,000
shares and Ms. Costante - 20,000 shares. Such options were granted pursuant to
and are subject to the terms of the Company's Amended and Restated 1998
Long-Term Incentive Equity Plan. The exercise price of each option is equal to
the fair market value of the Common Stock as of the grant date.
Stock Purchase and Loan Agreements
The Company is party to separate Stock Purchase and Loan Agreements with each of
Messrs. Koreyva, Hudson, Redman, Ms. Kramer and Ms. Costante (the "Stock
Purchase and Loan Agreements"). The purpose of the Stock Purchase and Loan
Agreements is to align more closely the interests of the Executives with the
interests of the Company's shareholders. The proceeds of such loans were used to
purchase unregistered shares of Common Stock from the Company at the price of
the Common Stock as of the date the loans were made. The interest rate charged
on the amounts outstanding under each loan ranges from 5.37% to 6.21% compounded
annually. Each loan is for a term of five years, provides for full recourse
against the borrower and is secured by a pledge on all of the shares of Common
Stock purchased with the proceeds of the loan. As of December 31, 1999, Mr.
Koreyva's obligation to the Company under this program was $1,025,000 and
secured by a pledge of 77,489 shares; Mr. Hudson's obligation was $500,000 and
secured by 37,037 shares, Mr. Redman's obligation was $450,000 and secured by
33,830 shares and Ms. Kramer's obligation was $500,000 and secured by 41,995
shares. Ms. Costante entered into her Stock Purchase and Loan Agreement on March
1, 2000, at which time she borrowed $440,000 secured by 38,895 shares.
Deferred Compensation Plans
The Company is party to Deferred Compensation Agreements with each of Messrs.
Koreyva, Hudson, Redman, Ms. Kramer and Ms. Costante. Pursuant to their
respective Agreements, the Executives may elect to defer payment of portions of
their compensation. Interest is credited monthly on the deferred amounts at a
rate equal to the yield on the Company's investment portfolio, or at the request
of the Executive, at a rate equal to the return associated with another
investment acceptable to the Company. Distributions of benefits shall commence
no earlier than December 15, 2004, March 1, 2005, in the case of Ms. Costante,
but shall be accelerated upon the applicable executive ceasing to be employed by
the Company, or upon such executive's death. As of December 31, 1999, Mr.
Koreyva and Mr. Hudson had deferred the receipt of $270,000 and $150,000,
respectively, pursuant to their Deferred Compensation Agreements.
Pension Benefits
The Company has a retirement plan (the "Retirement Plan") that provides pensions
for substantially all employees of the Company. The Retirement Plan is an
employee non-contributory, tax-qualified defined benefit plan that provides each
covered employee with a basic annual benefit at normal retirement (age 65) equal
to 1.5% of the employee's highest five year average basic compensation, plus
.59% of such average compensation in excess of $10,000, times years of service
(subject to applicable law limitations on the amount of earnings which may be
considered for benefit accrual purposes under tax qualified plans) with the
Company. Covered employees attaining age 21 and having completed one year of
service are eligible to participate in the Retirement Plan.
The following table sets forth the estimated maximum annual benefits payable
under the Retirement Plan to a Company officer or employee retiring at age 65
with the specified combination of final average compensation and years of
credited service:
8
<PAGE>
Estimated Annual Benefit Years of Credited Service At Age 65
- --------------------------------------------------------------------------------
Average
Compensation 10 15 20 25 30 35 40
- --------------------------------------------------------------------------------
$125,000 $25,535 $38,303 $51,070 $63,838 $76,605 $89,373 $98,748
- --------------------------------------------------------------------------------
150,000 30,76 46,140 61,520 76,900 92,28 107,660 118,910
- --------------------------------------------------------------------------------
160,000+ 32,850 49,275 65,700 82,125 98,550 114,975 126,975
- --------------------------------------------------------------------------------
* In 1999 the Internal Revenue Code did not permit more than $160,000 in
annual compensation to count towards the determination of benefits under
the pension plan.
The amounts shown in the table are straight life annuities payable under the
Retirement Plan without reduction for the joint and survivor annuity. Retirement
benefits listed in the table are not subject to any deduction for Social
Security benefits.
The earnings subject to the retirement plans for each of the executive officers
in the Summary Compensation Table is determined from the compensation amounts
shown under "Salary," but not the amounts shown under "Bonus." As of December
31, 1999, the years of service of Mr. Koreyva, Mr. Redman, Ms. Costante, Mr.
Hudson and Ms. Kramer are nine years, two years, three years, six years and ten
years, respectively.
Compensation of Directors
Members of the Board who are not MIIX employees received annual retainers during
fiscal 1999 as follows: Chairman of the Board, $35,000; Vice-Chairman, $30,000;
other directors $14,000 each, and Chairman of the Audit Committee, $25,000.
In September 1999 each of the non-employee directors of the Company received a
grant of 125 shares of Common Stock and options to purchase 5,000 shares of
Common Stock at a price of $16.06 per share, the fair market value of the Common
Stock at the time of grant. Such options were granted pursuant to the Company's
Amended and Restated 1998 Long-Term Incentive Plan and vest in four annual
increments of 1,250 options commencing on the date of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is principally administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee consists of five non-employee directors, who are appointed by the
Board.
Compensation Philosophy
The compensation philosophy of the Company is to provide competitive
compensation and benefit levels that enable the Company to attract, retain, and
motivate employees who embrace change and excellence within a dynamic financial
services environment. In addition to providing compensation packages that will
enable the Company to retain highly qualified executives, the Compensation
Committee seeks to design executive compensation programs which align
compensation for the executive officers with the Company's business objectives
and performance, and which establish incentives for executive officers
consistent with the interests of the Company's shareholders.
Compensation packages offered to executives by the Company generally include a
fixed annual base salary, an annual cash bonus based upon attainment of
individual and Company performance targets, competitive benefit programs and
long-term incentives in the form of equity instruments (stock grants, options
and SARs) pursuant to the Company's Amended and Restated 1998 Long-Term
Incentive Equity Plan. To assist in designing effective compensation packages,
the Compensation Committee utilizes an outside consultant to assess competitors'
compensation practices and recommend compensation strategies. Because the
Company's financial performance has been superior relative to its peers, the
Company targets Total Performance Pay (base salary, annual cash incentive and
long-term compensation) at the 75th percentile pay level of its peer group.
Consistent with the Company's recent conversion to a publicly traded company,
the Compensation Committee is increasing the use of equity incentives to
supplement the Company's historical cash bonus programs.
9
<PAGE>
Base Salary
The Company became publicly held in August 1999. Prior to that time, salary
levels had been established by the governing Board of the Underwriter. As a
result of the change in management positions, in the fourth quarter of 1999 the
Compensation Committee recommended that the Company increase the base salary
levels of the affected executives. In connection therewith, the Company
increased the base salary of Mr. Koreyva and certain other executives to better
reflect their new responsibilities.
Annual Incentive (Bonus) Plan
The Company has adopted an Annual Incentive Plan for the payment of cash bonuses
based on a combination of Company performance in relation to predetermined
objectives and individual executive performance during the year as compared to
predetermined expectations.
During the early months of each year, the Compensation Committee, together with
the Chief Executive Officer and an independent consultant, establishes financial
objectives for the year and individual bonus opportunities based on industry
comparisons and individual performance in prior years. Plan pay-outs vary based
upon the Company's performance in relation to targeted objectives. The
individual executive's awards generally are initially determined by reference to
the Company's financial performance. Individual awards are then increased or
decreased based upon the performance of the particular executive during the
year. For 1999, individual bonus opportunities generally ranged from 15% to 65%
of base salary. The Company exceeded both its targeted written premiums and
operating income levels for 1999. In recognition of this performance, in early
2000 the Compensation Committee recommended an increase in 1999's targeted bonus
levels for certain executives. The Compensation Committee intends to establish
both performance targets and target bonus awards for the current year no later
than April 30, 2000.
Long-Term Incentives
The purpose of the Company's Amended and Restated 1998 Long-Term Incentive
Equity Plan (the "Plan") is to promote the long-term financial success of the
Company, its subsidiaries and affiliates, and to materially increase shareholder
value by: (i) providing performance related incentives that motivate superior
performance on the part of the Company's directors, officers and employees; (ii)
providing the Company's directors, officers and employees with the opportunity
to acquire an ownership interest in the Company and to thereby acquire a greater
stake in the Company and a closer identity with its shareholders; and (iii)
enabling the Company to attract and retain the services of an outstanding
management team upon whose judgment, interest and special effort the successful
conduct of the Company's operations is largely dependent.
In anticipation of the Company's initial public offering, in 1998 the Board of
Directors adopted the 1998 Long-Term Incentive Equity Plan, which subsequently
was approved by the Company's shareholder. Under this Plan, the governing
committee of the Board of Directors may grant, at its discretion, awards to
participants in the form of non-qualified stock options, incentive stock
options, a combination thereof or other equity incentives. The maximum number of
shares subject to the Plan is 2,250,000 shares. This Plan was administered by
the Committee during 1999.
Upon completion of the Company's initial public offering, grants to various
executives and employees of previously authorized options to purchase an
aggregate of 430,000 shares at a price of $13.50 per share became effective. On
September 15, 1999, the Company's non-employee directors were granted options to
purchase 5,000 shares each at an exercise price of $16.06, the market price of
the Company's Common Stock. On December 15, 1999, in recognition of the superior
performance of certain executives and the increased responsibilities they were
assuming, these executives were granted options to purchase a total of 105,000
shares of Common Stock at an exercise price of $11.91 per share, the market
price of the Company's Common Stock. All options granted under the Plan vest in
four equal annual installments commencing on the date of grant and are
exercisable at the time of vesting.
10
<PAGE>
Compensation of President and Chief Executive Officer
In December 1999, at the recommendation of the Compensation Committee, the
Company increased Mr. Koreyva's base salary from $275,000 to $340,000 per annum,
increased the cash bonus which he is eligible to receive from 45% to 65% of his
base salary, granted to him options to purchase an additional 40,000 shares of
the Company's Common Stock, and increased to $1,025,000 from $825,000 the amount
which he could borrow to purchase the Company's shares pursuant to the Company's
Stock Purchase and Loan Plan. In making its recommendations with respect to Mr.
Koreyva's compensation, the Committee considered (i) his long-term devotion to
the Company and his role in its superior operating performance to date; (ii) the
confidence the Board had shown in appointing him to the positions of Chief
Executive Officer and President and the acceptance of such decision by the
financial community; (iii) his ability to quickly reorganize and strengthen the
Company's management team, and (iv) his historical role as a key member of the
Company's core group of leaders.
March 22, 1999
Paul J. Hirsch, M.D. (Chairman)
Angelo S. Agro, M.D.
Vincent A. Maressa, Esq.
Eileen Marie Moynihan, M.D.
Carl Restivo, Jr., M.D.
11
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Underwriter leases 49,000 square feet for its home office and Mid-Atlantic
Region office from the Medical Society of New Jersey pursuant to a lease
agreement dated June 29, 1981 and extended on July 7, 1999. Annual lease
payments are approximately $772,000. The Company held a note receivable of $2.6
million and $2.8 million, included in other assets, at December 31, 1999 and
1998, respectively, from the Medical Society of New Jersey collateralized by the
building in which the Company maintains its home office. The note provides for
monthly payments of $40,000, which includes interest at 9.05% until September 1,
2004 and reduced payments thereafter until June 1, 2009. In addition, the
Company made contributions to the Medical Society of New Jersey in 1999, 1998
and 1997. Vincent A. Maressa, Esq., is Executive Director and General Counsel of
the Medical Society and is Chairman of the Board of the Company.
A majority of the members of the Company's Board are also policyholders of the
Company and acquired shares in connection with the Plan of Reorganization. Such
directors may experience claims requiring coverage under their respective
policies with the Company.
Management services agreements between the Company's insurance subsidiaries and
the Underwriter provide, among other things, that the Underwriter is responsible
for the administration and management of the Company's insurance operations. In
exchange for the services provided, fees are paid to the Underwriter, which
equal the actual direct expenses incurred by the Underwriter in performing the
services. Expenses incurred by the Underwriter and reimbursed by the Company's
insurance subsidiaries through August 4, 1999, the date the Company purchased
the Underwriter, amounted to $18.7 million in 1999, $30.6 million in 1998 and
$22.7 million in 1997.
STOCK PERFORMANCE GRAPH
The graph set forth below shows the cumulative total return to holders of the
Company's Common Stock from July 30, 1999 to December 31, 1999, computed by
dividing (X) the difference between the price per share at the beginning and end
of such period by (Y) the share price at the beginning of such period assuming
the reinvestment of all dividends paid on the Company's Common Stock during the
period, and compares such return to the performance at the beginning and end of
such period of the Standard & Poor's 500 Index and the Standard & Poor's
Insurance (Property and Casualty) - 500 index. The graph assumes $100 invested
on July 30, 1999 in the Company's Common Stock (at $17.80 per share), the
Standard & Poor's 500 Index and the Standard & Poor's Insurance (Property and
Casualty) - 500 Index. The return for both Standard & Poor's indices assumes
reinvestment of all dividends for the period.
CUMULATIVE TOTAL RETURN
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Base
Period
Company/Index 7/30/99 8/31/99 9/30/99 10/29/99 11/30/99 12/31/99
- --------------------------------------------------------------------------------
The MIIX Group,Incorporated 100 97.22 94.38 89.16 75.92 81.80
- --------------------------------------------------------------------------------
S&P 500 Index 100 99.48 97.25 103.48 105 111.21
- --------------------------------------------------------------------------------
Insurance (P&C) - 500 100 92.98 78.16 88.15 81.06 80.32
- --------------------------------------------------------------------------------
12
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act generally requires the Company's executive
officers and directors, and persons who own more than ten percent of the Common
Stock, to file reports of beneficial ownership and changes in beneficial
ownership with the Securities and Exchange Commission ("SEC"). The Company
became subject to the requirements of Section 16(a) on February 3, 1999.
Regulations promulgated by the SEC require the Company to disclose in this Proxy
Statement any reporting violations with respect to the 1999 fiscal year, which
came to the Company's attention based on a review of the applicable filings
required by the SEC to report such status as an officer or director or such
changes in beneficial ownership as submitted to the Company. Based solely on
review of such forms received by it, Harry M. Carnes, M.D. and Thomas M. Redman
are the only reporting persons to have made late filings under Section 16(a).
Dr. Carnes filed a Form 5 on February 11, 2000, to report an acquisition of
shares of the Company's Common Stock in December 1999, which should have been
reported on a Form 4 by January 10, 2000. Mr. Redman filed an amended Form 3 on
March 17, 2000, to report beneficial ownership of shares of the Company's Common
Stock, which should have been reported on the original Form 3 filed on November
10, 1999. These statements are based solely on a review of the copies of such
reports furnished to the Company by its officers, directors and security holders
and their written representations that such reports accurately reflect all
reportable transactions and holdings.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Proposals and nominations which shareholders intend to present at the next
Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Proxy Rules of the
SEC must be received by the Secretary of the Company at the Company's principal
executive offices no later than February 4, 2001 and no earlier than January 5,
2001, provided that if the date of the Company's 2001 annual meeting of
shareholders is scheduled to occur prior to April 15, 2001 or after July 14,
2001, such notice must be received no earlier than one hundred twenty days prior
to the Annual Meeting and no later than the later of ninety days prior to the
Annual Meeting or the tenth day following the day on which public announcement
of such meeting is first made.
OTHER INFORMATION
Proxy Solicitation
The Company will bear the cost of soliciting proxies from its shareholders and
will enlist the help of banks and brokerage houses in soliciting proxies from
their customers. The Company will reimburse these institutions for out-of-pocket
expenses. In addition to being solicited through the mails, proxies may also be
solicited personally or by telephone by the directors, executives and employees
of the Company or its subsidiaries. The Company has engaged Corporate Investor
Communications, Incorporated, to assist in soliciting proxies for a fee of
approximately $7,500 plus reasonable out-of-pocket expenses.
Miscellaneous
The Company's management knows of no other matters that are to be brought before
the Annual Meeting. If any other matters come properly before the Annual
Meeting, the persons designated as proxies will vote on such matters in
accordance with their best judgment.
UPON THE WRITTEN REQUEST OF ANY PERSON WHOSE PROXY IS SOLICITED BY THIS PROXY
STATEMENT, THE COMPANY WILL FURNISH TO SUCH PERSON WITHOUT CHARGE (OTHER THAN
FOR EXHIBITS) A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS MAY BE MADE TO
THE MIIX GROUP, INCORPORATED, TWO PRINCESS ROAD, LAWRENCEVILLE, NEW JERSEY
08648, ATTENTION: CATHERINE E. WILLIAMS.
By Order of the Board of Directors,
/s/Catherine E. Williams
- ------------------------
Catherine E. Williams
Vice President and Secretary
Two Princess Road
Lawrenceville, New Jersey 08648
March 31, 2000
13
<PAGE>
The MIIX Group, Incorporated
Annual Meeting of Shareholders
1:00 p.m. (EDT), May 5, 2000
Seaview Marriott
401 South New York Road
Absecon, New Jersey 08201-9727
- --------------------------------------------------------------------------------
ADVANCE REGISTRATION
Advance registration for The MIIX Group, Incorporated, Annual Meeting will
expedite your entry into the meeting.
Attendance at the Annual Meeting is limited to MIIX Group shareholders, members
of their immediate family or their named representative. We reserve the right to
limit the number of representatives who may attend the meeting. Shareholders may
register at the door on the day of the meeting by showing proof of ownership of
MIIX Group shares.
o If you plan to attend the Annual Meeting and you hold your MIIX Group
shares directly with the Company, please follow the Advance Registration
instructions on your proxy form, which was included in the mailing from
the Company.
o If your MIIX Group shares are held for you in a brokerage, bank or other
institutional account and you wish to pre-register, please send your
Annual Meeting Advance Registration Request to:
The MIIX Group, Incorporated
Two Princess Road
Lawrenceville, New Jersey 08648
Attention: Catherine E. Williams
Please include the following information:
o Your name and complete mailing address.
o The name(s) of any family members who will accompany you.
o If you will be naming a representative to attend the meeting on your
behalf, the name of that individual.
o Proof that you own MIIX Group shares (e.g., a photocopy of a
brokerage or other account statement).
14
<PAGE>
[X] Please mark your vote as in this example.
The Board of Directors recommends a vote FOR proposal 1.
SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED.
If voting by telephone or via the Internet, please follow instructions below.
1. Election of Directors: (see reverse) FOR [ ] WITHHELD [ ]
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
Please use the reverse side for change of address or comments. Put an X in this
box if you have written on the reverse side. [ ]
SIGN HERE
SIGNATURE(S) _______________________________ DATE_______________
SIGNATURE: Please sign exactly as your name or names appear above. If more than
one owner, all shareholders must sign. When signing as an attorney, executor,
trustee, or guardian, please give your full title as such.
PLEASE CALL (888) 359-8644 IF YOU HAVE ANY QUESTIONS.
- --------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
TWO EASY WAYS TO VOTE
Dear Shareholder:
The MIIX Group, Incorporated encourages you to take advantage of new and
convenient ways by which you can submit your proxy. You can submit your proxy
electronically over the Internet or by telephone. This eliminates the need to
return the proxy card.
To submit your proxy electronically, you must use the control number (printed in
the box above, just below the perforation) as well as your social security
number for this account.
To vote via the Internet:
* Log onto the Internet, go to the web site http://www.eproxyvote.com/mhu,
and follow the on-line instructions on your computer screen.
To vote by telephone:
* Using a touch-tone telephone, U.S. and Canadian shareholders may dial
(877) 779-8683. This telephone number can be called 24 hours a day, 7 days
a week. Then follow the instructions to submit your vote.
If you choose to submit your proxy over the Internet or by telephone, there is
no need for you to mail back your proxy card.
Also, if you have any questions or need assistance in voting, U.S. and Canadian
shareholders please call (888) 359-8644.
Your vote is important. Thank you for voting.
<PAGE>
[MIIX LOGO]
The MIIX Group, Incorporated
c/o First Chicago Trust Company of New York
P.O. Box 8240
Edison, NJ 08818-8240
- --------------------------------------------------------------------------------
Proxy Solicited by the Board of Directors for the Annual Meeting of Shareholders
on May 5, 2000
Angelo S. Agro, M.D. and Paul J. Hirsch, M.D. or either of them individually and
each of them with the power of substitution, are hereby appointed Proxies of the
undersigned to represent and to vote all stock of The MIIX Group, Incorporated,
owned of record on March 22, 2000, by the undersigned at the Annual Meeting of
Shareholders to be held at the Seaview Marriott, 401 South New York Road,
Absecon, New Jersey, at 1:00 p.m., (EDT), on Friday, May 5, 2000, or any
adjournment thereof, upon such business as may properly come before the meeting,
including the items on the reverse side of this form and as set forth in the
Notice of Annual Meeting of Shareholders and Proxy Statement.
ELECTION OF DIRECTOR NOMINEES:
1. Harry M. Carnes, M.D. 2. Vincent A. Maressa, Esq.
3. Bessie M. Sullivan, M.D.
(Shares cannot be voted unless this proxy form is signed and returned, is
submitted by telephone or via the Internet, are voted in person, or other
arrangements are made to have the shares represented at the meeting.)
COMMENTS/CHANGE OF ADDRESS (Please mark the box on the reverse side.)
________________________________________________________________________________
________________________________________________________________________________
The MIIX Group, Incorporated
Annual Meeting
of Shareholders
Friday, May 5, 2000
1:00 p.m.
Seaview Marriott
401 South New York Road
Absecon, New Jersey
Attendance at The MIIX Group, Incorporated Annual Meeting is limited to MIIX
shareholders, members of their immediate families or their named
representatives. We reserve the right to limit the number of guests or
representatives who may attend the meeting.
Shareholders may register at the door on the day of the meeting by showing proof
of ownership of MIIX Group shares.
ADVANCE REGISTRATION INFORMATION
Name____________________________________________________________________________
Address_________________________________________________________________________
___________________________________________________________ Zip ________________
Phone Number ___________________________________________________________________
Names of family members who will also attend:
________________________________________________________________________________
________________________________________________________________________________
I am a MIIX Shareholder. My representative at the Annual Meeting will be:
________________________________________________________________________________
Please Print
Please return the completed registration form in the enclosed envelope if you
plan to attend the meeting.
